Ceradyne, Inc.

0000950137-08-000469.txt : 20080115 0000950137-08-000469.hdr.sgml : 20080115 20080115150557 ACCESSION NUMBER: 0000950137-08-000469 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080104 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080115 DATE AS OF CHANGE: 20080115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERADYNE INC CENTRAL INDEX KEY: 0000018937 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 330055414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13059 FILM NUMBER: 08531032 BUSINESS ADDRESS: STREET 1: 3169 RED HILL AVENUE CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145490421 MAIL ADDRESS: STREET 1: 3169 RED HILL AVENUE CITY: COSTA MESA STATE: CA ZIP: 92626 8-K 1 a37084e8vk.htm FORM 8-K Ceradyne, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 4, 2008

CERADYNE, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-13059	33-0055414
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


3169 Red Hill Avenue, Costa Mesa, CA		92626
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (714) 549-0421

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Exhibit Index on page 4

TABLE OF CONTENTS


	Item 7.01 Regulation FD Disclosure.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

Item 7.01 Regulation FD Disclosure.

On January 4, 2008, Ceradyne, Inc. issued a press release announcing that it has been awarded an indefinite delivery/indefinite quantity (ID/IQ) five-year order from the United States Special Operations Command (USSOCOM), MacDill Air Force Base, Florida. An initial order against the ID/IQ contract in the amount of $4.9 million was also awarded. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On January 10, 2008, Ceradyne, Inc. issued a press release announcing that it has received a $9.6 million body armor order for Small Arms Protective Inserts (SAPI) from UNICOR, Washington, D.C. A copy of this press release is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

On January 14, 2008, Ceradyne, Inc. issued a press release announcing that its ceramics operation, ESK Ceramics in Kempten, Germany, received a 5-year contract for its EKasic^Ò silicon carbide industrial pump seal faces for an estimated minimum amount of 35 million Euro (50 million USD). A copy of this press release is being furnished as Exhibit 99.3 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

99.1		Press release of Ceradyne, Inc. dated January 4, 2008.

99.2		Press release of Ceradyne, Inc. dated January 10, 2008.

99.3		Press release of Ceradyne, Inc. dated January 14, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CERADYNE, INC.
January 15, 2008	By:	/s/ Jerrold J. Pellizzon
		Jerrold J. Pellizzon
		Chief Financial Officer and Secretary

EXHIBIT INDEX


*Exhibit Number*		*Description*

99.1		Press release of Ceradyne, Inc. dated January 4, 2008.

99.2		Press release of Ceradyne, Inc. dated January 10, 2008.

99.3		Press release of Ceradyne, Inc. dated January 14, 2008.

EX-99.1 2 a37084exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

EXHIBIT 99.1


Joel P. Moskowitz		Phil Bourdillon/Gene Heller
Chief Executive Officer		Silverman Heller Associates
(714) 549-0421, x8261		(310) 208-2550

CERADYNE, INC. RECEIVES NEW ID/IQ BODY ARMOR ORDER
Five-Year ID/IQ Order Estimated at a Maximum Value in Excess of $400 Million
Initial $4.9 Million Delivery Release

Costa Mesa, Calif.—January 4, 2008—Ceradyne, Inc. (NASDAQ: CRDN) has been awarded an indefinite delivery/indefinite quantity (ID/IQ) five-year order from the United States Special Operations Command (USSOCOM), MacDill Air Force Base, Florida. The order is estimated to have a maximum value in excess of $400 million. The initial delivery order against the ID/IQ contract is $4.9 million and is scheduled for delivery in early 2008.

The order is for the Family of Ballistic Plates for Body Armor Load Carriage System (BALCS). ID/IQ orders allow the government a great deal of flexibility as to exact quantities that will be ordered and timing. This ID/IQ order is estimated to have less than a $6 million minimum value and a maximum value in excess of $400 million. It is Ceradyne’s policy to only book an order as firm backlog that has committed delivery dates, such as the above initial $4.9 million delivery order.

David P. Reed, Ceradyne President North American Operations, commented: “We are extremely pleased to have received this multi-year BALCS order from the Special Operations Command (SOCOM). We have been supplying lightweight ceramic armor to SOCOM since the late 1990’s and believe our past history of high quality and on-time deliveries helped us in this recent ‘win’. Our armor production capacity in Lexington, Kentucky, and Costa Mesa, California, will allow us to meet SOCOM’s requirements. Based on past practice and non-binding conversations with the government, we believe there will be a series of delivery orders issued in 2008 against the blanket ID/IQ contract.”

Ceradyne develops, manufactures and markets advanced technical ceramic products and components for defense, industrial, automotive/diesel and commercial applications. Additional information about the Company can be found at www.ceradyne.com.

Except for the historical information contained herein, this press release contains forward-looking statements regarding future events and the future performance of Ceradyne that involve risks and uncertainties that could cause actual results to differ materially from those projected. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions are intended to identify forward-looking statements. These risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and its Quarterly Reports on Form 10-Q, as filed with the U.S. Securities and Exchange Commission.

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EX-99.2 3 a37084exv99w2.htm EXHIBIT 99.2 Exhibit 99.2

Exhibit 99.2


Joel P. Moskowitz		Phil Bourdillon/Gene Heller
Chief Executive Officer		Silverman Heller Associates
(714) 549-0421, x8261		(310) 208-2550

CERADYNE, INC. RECEIVES NEW $9.6 MILLION
BODY ARMOR (SAPI) ORDER FROM UNICOR

Costa Mesa, Calif.—January 10, 2008—Ceradyne, Inc. (NASDAQ: CRDN) announced that it has received a $9.6 million order for Small Arms Protective Inserts (SAPI) from UNICOR, Washington, D.C., for delivery starting in February 2008 to be completed in early April 2008.

David P. Reed, Ceradyne President North American Operations, commented: “We are pleased to have received this new order from the “Federal Prisons Industries, Federal Correctional Institution, UNICOR.” It represents a new market for Ceradyne’s lightweight ceramic armor as contrasted to its large direct sales to the various U.S. Armed Services procurement agencies. We intend to ship these armor plates at the same high quality and on-time deliveries as we have in the past to our American Armed Forces.”

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EX-99.3 4 a37084exv99w3.htm EXHIBIT 99.3 Exhibit 99.3

Exhibit 99.3


Joel P. Moskowitz		Phil Bourdillon/Gene Heller
Chief Executive Officer		Silverman Heller Associates
(714) 549-0421, x8261		(310) 208-2550

CERADYNE, INC.’S ESK CERAMICS RECEIVES 5-YEAR 35 MILLION EURO
(50 MILLION USD) CONTRACT FOR INDUSTRIAL CERAMIC SEAL FACES

Costa Mesa, Calif.—January 14, 2008—Ceradyne, Inc. (NASDAQ: CRDN) announced today that its ceramics operation, ESK Ceramics in Kempten, Germany, received a 5-year contract for its EKasic^Ò silicon carbide industrial pump seal faces for an estimated minimum amount of 35 million Euro (50 million USD). ESK Ceramics has developed a product line of these pump seal faces for a wide variety of stringent applications requiring high levels of material properties as well as precision mechanical dimensions. ESK has been working on this program for more than 20 years.

Thomas Juengling, president of ESK Ceramics, commented: “This multi-year order will support Ceradyne’s strategy of developing commercial and industrial advanced technical ceramic products which are not dependent on its military product offering. The Kempten operation is in the process of significantly expanding its EKasic^Ò silicon carbide product line and this order gives us the confidence that our recent capital expenditure commitment will be justified.”

Barbara Schaaf, ESK vice president of sales, commented: “We feel that ESK’s customer orientation and focus on quality and delivery are responsible for this recent ‘win’ from a long-time trusted ESK Ceramics customer.”

Ceradyne and its subsidiaries develop, manufacture and market advanced technical ceramic products and components for defense, industrial, automotive/diesel and commercial applications. Additional information about the Company can be found at www.ceradyne.com.

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